Nominee director is a person appointed from our company to your Board as required under Singapore Law. Alternatively, you can also name a local director (if you name yourself from a person known to you, he is called a local director and not nominee director)
Local director is a regular director like other directors in the Board, while Nominee director is a specific director with specific roles and responsibilities as detailed below:
Who is a Nominee Director: Nominee Director must be either a:
- Singapore citizen or permanent resident
- Holder of Singapore Employment Pass / EntrePass / Dependant Pass
A wrong choice in the appointment may bring dire consequences to the company. Responsibilities are quite burdensome for all directors, including the nominee director. The nominee director would end up having to pay for company charges including liquidation charges in case the foreign director or the foreign client is no longer reachable. The Nominee Director is highly competent and has the required skill set needed to discharge his duties as a local director and to assist companies in fulfilling the requirements and guidelines as set out in the Companies Act and by the local Authorities. He can help the companies to maintain their good standing status and ensure their full regulatory compliance at all time.
Our Nominee Director will sign an agreement with you to provide the assurance that we will not be involved in your business operation, as well as not to be your bank signatory, so that you can have full control over your bank account(s) and company.
The nominee director will neither be a bank signatory to the corporate bank account nor play an active role in our client’s business. The nominee director will merely be the named director of the company in order to fulfill local statutory requirements (e.g., appointment of a local resident director). Our Client is solely responsible for daily business activities and solely responsible for corporate bank account activity. Nominee director will not sign any invoice, contract or legal documents on behalf of our Client’s company.
Nominee director will not have any financial, management or operational interest in the company. The nominee director’s main role is limited to satisfying the statutory requirement of a local resident director for the client’s Singapore company.
Nominee Director Service can be terminated anytime by providing us with the details regarding an alternate local resident director. We will do the necessary paperwork, file the change with authorities and promptly refund the security deposit back to you.
Nominee director will not be involved in your business operation therefore if your business is required to apply for a licence, our nominee director will have to step down when you are ready to proceed with the licence application. For most licence application such as money changer licence, employment agency licence, food stall licence, IDA licence and many others, the Company must have an executive local director who is a Singaporean or a Singapore P.R. and the appointment of such director must have already been lodged with ACRA before the license application.
Besides, most licence application documents will need to be signed and submitted by a local key executive personal/director therefore you will need to have such person (either Singapore Citizen, Singapore PR, or employment pass holder) to act for your company and apply for the licence.
Most businesses do not require licences or permits to operate but there are handfuls that do as they are regulated by the approving authorities such as those in food businesses, employment agencies, private schools, travel agencies, liquor distributors, moneylenders, banks, childcare centres, etc.
For other registration such as mobile phone packages, the foreign directors can do so under their personal name instead of the company’s name. Registration under the company’s name is not allowed due to the high risk involved as well as the practicality of having one even though the foreign directors will not be based in Singapore.
We will not be able to act as your Company Nominee Director if you are a citizen or in connection with or born in any country which is listed under the MAS website. https://www.mas.gov.sg/regulation/anti-money-laundering/targeted-financial-sanctions/lists-of-designated-individuals-and-entities. Should you proceed to engage our services without disclosing to us that you are one such person, we will have to take appropriate action including but not limited to forfeiting the security deposit that you have with us, close down the company and any other necessary action that we deem appropriate as soon as we discovered that you are one such person.
In accordance with the Companies Act, any director who fails to comply with the requirements shall be guilty of an offence and shall be liable on conviction to a fine not exceeding.
- S$5,000 and also a default penalty each for failure to comply with Sec 175 & S197
- S$10,000 or up to two years imprisonment for failure to comply with Sec201.
The director will also face disqualification for persistent default, for example, three convictions within five years.